A Night She won't Soon Forget
by Elizabeth234
Summary: Millionaire Tony Stark has to take in an orphan to promote his image. When Penny Parker is selected, both their worlds are turned upside-down.
1. A Day in Her Life

Hi friends. Hope you enjoy!

* * *

Penny stared out the window to the only slice of sky visible, watching the snow swirl through the air. The flakes wound through the cracks between the buildings as the wind drove them down, pushing them against the walls. Back and forth they hit the bricks until they rammed against the glass. It blew open after one particular gust sending Penny falling back and the rest of the children shivering in their beds.

Penny glanced behind her then hurried up, pulling her sleeves down over her hands. She brushed the snow settled on the windowsill out and before shutting the glass, reached out to try and touch the bricks of the next building over. The tips of her fingers brushed the rough material but she was still too small to reach further, so she wiped off the snow sinking into her shirt and closed the window. Her nose burned at the contact with the glass but she held it there to watch the snow plop down on the garbage pile below.

A sliver of moonlight illuminated the alley before her. Penny turned her face to the side allowing the moon to shine on her. She did so for a second, imagining the warmth and magic seeping into her face before her breath fogged the glass. She pulled back and with one last look outside Penny smeared her hand through the condensation.

She turned away from the outside world and looked on the one she lived in. Beds lined the walls on either side of the room filled with small lumps under sparse covers. Penny stopped when she got to Ned's form and saw his blanket on the ground at the foot of his bed. The boy was a notorious sleep roller.

The material was matted and had sparse threads around the edges but Penny laid the blanket diagonally on the sleeping boy making sure it covered his shoulders and feet. His pajama bottoms were cinched around his calves from his latest growth spurt and Penny hoped Mrs. Delores would get Ned a new one when he fully outgrew it.

Her bed was positioned next to Ned's. Winter's grasp was beginning to cling to the air, nipping at the snow melting on her sleeves and belly. She pulled the sheet up over her body and tucked her legs up to her chest, suppressing a shiver.

Penny lay there, body curled up under the covers like a pill bug. Her breath heated the tent she made with the sheets and kept her hands heated long into the night.

Sleep was a distant friend and it wasn't until her eyes were heavy and the cold froze her bones that Penny fell into a fitful rest.

* * *

"All right, everyone up!" The rough voice commandeered her sleep and stole it away. Penny flinched into her pillow and groaned when the lights turned on. "I said up and I'm not going to ask twice."

Mrs. Delores punctuated her greeting with a slammed door. The yawns and groans of the other waking children filled the room and Penny wanted nothing more than to continue to lay in bed for the day.

Sitting up she rubbed her eyes and swung her feet off the bed, tip-toeing to the sink at the edge of the room. She stood waiting behind a line of children as they each brushed their teeth. More awareness filtered into her eyes by the time it was her turn and she looked into the mirror before glancing away. Penny grabbed her toothbrush ignoring the frayed ends and went on with her daily washing.

Her hair was almost past her shoulders. The curls fluffed past her ears and down the nape of her neck. Penny took the community comb off the sink and dug it through the curls, pulling them straight. She grimaced when they bounced back no straighter than before.

Penny hated those curls. She hated how they never looked neat or laid flat, and she hated how Mrs. Delores would sit her down in the chair and chop it off when it grew too long. Chunks of hair would fall to the floor and in some parts her scalp would be left exposed. Mrs. Delores would snicker each time, stating Penny and the others should go to a proper hairdresser if they wanted something better. The other children would pat her on the shoulder, the same she would do to them when it was their turn, but even their sympathy wasn't enough to rid her of the feelings she would get when she looked at her hair.

At least now the curls were ample enough to cover her ears. On the few occasions she was sent to do errands, people would comment on them, sometimes tugging on them.

Penny glanced up again and looked at her eyes. They were dark brown, framed by the circles under her eyes. Her cheek bones poked out, shadowing the skin underneath. She avoided looking in the mirror again while she spit in the sink and went to get dressed.

Once everyone was done they reported down and received their chores for the day. Mrs. Delores had a headache again and everyone knew there would be no goofing off today. Penny headed to the closet, grabbing out the wash bucket and mop before heading to the basement.

The stairs were wooden and Penny could see the bowing in them from the top of the steps. She tried to make out the shelves below but they were cloaked in black.

The light switch was located at the base of the stairs. Penny swallowed and stepped down. She continued one at a time dragging the bucket behind her. Each time she stepped it would hit the wood with a loud clang. Penny flinched at the sound but her legs wouldn't hurry any faster. The fifth stair was loose so she jumped over to skip it. She landed firm and was sighing with relief when the bucket came swinging down, hitting her in the back of the legs and sprawling down the steps. Her vision erupted with black spots when her head hit the cement.

When she opened her eyes a moment later Penny found herself on the ground. She rubbed her head and with wide eyes glanced at the top of the stairs. No one was coming yet but she didn't allow herself to lay there and be caught slacking. She scrambled up, gathered the fallen bucket and mop, and continued with her chores.

The light flickered but only lit a part of the basement. The other bulb must be out and she made a mental note to ask for a new one. She swallowed again, her throat itching when she realized she would have to take the bucket into the next room. The door was shut but she knew what was located behind. Keeping her eyes on the crumbling cement Penny grasped the handle.

Her hand trembled but she turned the knob sending the door creaking open. Puffs of dust snowed down from the ceiling and Penny coughed as it coated her head. She stared to the left overlooking the corner in front of her and headed straight for the sink.

Penny hefted the bucket out keeping the sloshing of the water to a minimum and added some cleaning products to the water. Dragging the bucket out she ignored the corner and shut the door tight.

The bucket came up to her hip and she raised the mop into the water. It splashed onto her and she shivered but continued working. Mrs. Delores wouldn't be happy if her list was unfinished by the end of the day.

The water grew murkier as she scoured the floor until every bit of dirt and grim was wiped clean. Sweat percolated on her brow and her socks soaked through. She put them hanging off the stair ledge about halfway through in hopes that they would dry by the time she was done.

She dumped out the contents of the bucket into the sink. Then cleaned the sink around the edges and exited the room as fast as possible.

Penny was careful to avoid the fifth step and not trip ascending the stairs.

She scrubbed the floors on the landing, the stairs, and the dormer before striping the beds and taking the laundry down in the bin for Mr. Stevens. After dumping out the bucket in the basement she was sent to the kitchen.

The door was firm behind her back and her exhausted legs took the support it offered. Penny's eyes closed as she concentrated on keeping her breaths even, glad she could have a moment to herself. Fatigue sent tremors down her arms and into her fingers.

The sound of a certain set of footsteps had her backing away to the over side of the room with urgency. The bowl of untouched potatoes sat on the counter and her stomach clenched at their sight.

Mrs. Delores entered the room. Her dress flared out and settled on the ground as she stood large in Penny's eyes. Penny held herself still moving her eyes to the ground and hunching her shoulders inward.

The woman sighed. "Why isn't this done yet?"

Cold coiled in her stomach. Her eyes followed Mrs. Delores's movements as she came closer.

"I'm sorry."

"What was that? I couldn't hear you, girl."

"I- I'm sorry, Mrs. Delores. I'll do them right away." Penny fought to keep her voice neutral but couldn't help the higher register it took and the woman took a step closer. The cabinets dug into her back but she pressed closer to them, willing herself distance.

"It had better be done."

She nodded before realizing her mistake.

"Look at me when I'm talking to you." Mrs. Delores said and Penny couldn't help but glance up at the venom in her tone. Her eyes widened at the raised hand. Penny knew to stay still but she couldn't help the small whimper that escaped her. It was quick but powerful against her small her head, whipping it to the side and ricocheting off the drawers behind her. "You know to address me with respect. Do I really need to tell you again?"

Her eyes watered and Penny concentrated on Mrs. Delores's forehead so she didn't have to look into her eyes. This time she apologized with the proper respect and blank tone. The woman sighed before wetting a dish rag and tossing it at Penny.

"That should help. Get to work, girl." She continued to mumbled about insolence but turned away.

Penny stood still until the door closed. When it slammed shut she staggered back. The ground rose up to her knees and tears leaked from her eyes. They cascaded down her cheeks and onto her shaking hands, which lay clenched on her thighs, gripping the dripping rag on her pants.

She sat on her haunches knowing she should get up and shake it off. There was food to prepare and there would be bigger consequences if it wasn't ready but the sniffles wouldn't stop. The cool rag stung against her cheek but she knew it was better than the sore feeling the next day if she did nothing.

Her rasping breath was the only sound in the room until she hefted herself up. Penny wiped the tears on the back of her sleeve and grabbed the peeler, ignoring the ache clouding her head.

Dinner was ready on time.

Ned stared at her from across the table as they laid the plates and silverware down at each spot.

"What happened?" He said glancing at the door to make sure no one was coming.

Penny ignored him and began polishing one of the forks which had food crusted on the handle. She tried keeping her sore cheek away from him but his eyes zeroed on it the dark red bruise.

"Penny… Did she?"

"Stop, Ned. I'm fine."

It wasn't safe to talk about it in the open and Ned understood that. He nodded and continued to set the table. When they made it to the end Ned touch her wrist, pausing her motions.

"I'm worried about you, Pen." He said with a light squeeze.

Her eyes teared up but none fell this time. She turned her wrist and grasped his hand in hers, hating herself for being glad he was here with her. Penny's first friend.

"Really, I'm okay. The old bag can try her best but she can't beat me down."

It was, perhaps, poor wording and they both winced with soft smiles.

Penny stayed in the kitchen, not feeling hungry and knowing there wasn't enough for everyone. She had dinner the night before anyway. Ned winked at her when he brought his dish back to the sink. He was followed by the others dropping off their own plates, some of them smiled at her but most avoided eye contact.

By the time she was done scrubbing her hands were raw and matched the bruise on her cheek. They ran out of gloves earlier in the month and Mr. Stevens hadn't brought anymore in his weekly deliveries. Even without the gloves she didn't dare stop until the plates were done and the shaking in her fingers was back.

The room was dark when she got made it upstairs. There was a group in the corner playing some sort of game but most of the others were already sleeping in their beds.

She knew hopeful wishes laced their dreams tonight.

Ned whispered when she got to the base of their beds. Penny wiggled under the covers but could barely make out his face in the dim lighting. As was the custom over the years she knew they were both smiling or making a goofy face at the other.

The floor below her bed was dusty but she felt along with her hand until she found the piece of paper. Cobwebs made their home on top of the paper from months of sitting there. With a blush on her cheeks she launched it over the gap in their beds. She also sent over a small match so Ned could see what she handed him.

Ned was silent and Penny wished she could see his expression so she could know what he thought of the homemade card. She knew her drawing wasn't the best but with the materials she had it turned out pretty well.

Something brushed against her bed. It wasn't until she felt the warmth and grasp of fingers on her wrist that she knew Ned was trying to find her hand. Penny twisted her arm and latched onto the boy's fingers. They engulfed hers and made the cold in her bones recede.

All of the kids, sleeping and dreaming of better lives, would know the truth of their situation on waking. There would be no magical savior coming through the night, leaving presents and eating cookies left out. Come tomorrow everything would be the same.

But here and now, a spot in her heart grew at the thought that today of all days Ned was here with his warm hand in hers, and even though tomorrow would have none of the traditions of family, maybe their homemade cards and goofy faces were enough on this merry night.

"Merry Christmas, Penny." Ned whispered.

"Merry Christmas."

* * *

I went through and edited this on 4-27-20.

Let me know what you think, please!


	2. A Day in His Life

Hi friends! Hope the New Year is going well for everyone. Just a quick note, updating will be slower because I'm in school right now but I work on these stories whenever I have free time. I hope you stick with me!

Here is the next installment of the story. Enjoy!

Warnings: This chapter contains mentions of suicidal thoughts.

* * *

Tony shivered as he tip-toed from his dressing room to the library. The morning light hadn't yet broken across the windowsills in the study and he knew there was a few hours to work before everyone else woke up. He started moving stacks of paper and glasses off the surface before getting started.

Sometime in the night one of the staff brought his schedule up to the bin on the desk. The paper was full of black ink and the list of appointments had an ache blooming in his head. Tony sighed, rubbing his palms into his eye sockets, and began working. He lost himself amongst the numbers and ever-fluctuating projections.

Tony surfaced from his work at a particular knock from the door. It was one of those things he was internally proud of. The ability to distinguish a knock from person to person. The skill saved him from embarrassment many times growing up.

He chuckled when he thought of the night Happy almost caught him sneaking into his room. The scent of smoke and sour beer leaked out as he drew the blankets up so his face was obscured. The man insistently knocked and came in unprompted. Tony's eyes were scrunched closed and his heart raced. Happy, he was still convinced, knew of his folly but the man sighed and after checking the window was locked, closed Tony's door.

He stretched his arms up and noticed the sun streaming in from high in the window. Tony could tell it was Pepper at the door. She was his secretary in title but in actuality she ran everything for Tony. Their families were close growing up and they were friends since he could remember.

Pepper interned when his father still ran the company. Tony watched as she worked tireless hours to prove a woman could succeed in business. His father was not a warm man and although he had a soft spot for Pepper she needed to do twice the amount of work Tony did to gain half the recognition. It wasn't fair but she never complained to Tony.

The knock was quiet but firm and Tony called her to enter.

The formality burned the back of his throat when Pepper entered the room, back straight and waiting in the center of the carpet for his instructions. His own spine stiffened in response and he swallowed the taste back. Tony hated that he gained control of the company when she was more qualified in every aspect. He wished it was hers. It should be hers, but as one last lash of cruelty his father thrust it upon his shoulders.

There was such a distance between them since. Their roles were demanded and they walked a fine line between work and life. He wanted – needed - for them to be how they were. To laugh together and for Rhodey and her to poke fun at his mess of a life. It was all too structured now, too much professional restrictions clouding their actions. He knew it was a wish of a child. Life was too complicated for such simplicity now they were older.

"Why don't you sit down?" He said.

Pepper brought the papers in her hand onto her lap as she sat down. Tony finished up what he was writing and shuffled them to the side.

He glanced at her face from under his lashes. Her expression was open and unlined as she waited patiently for him to be done. Tony walked around his desk and went to the liquor cabinet to pour himself a drink. He motioned to Pepper but she shook her head with a crook of her brows. She was always a stickler for drinking on the job.

"What's in the briefing today?" He asked as he sat down in the chair opposite.

Pepper pulled out another list and with Tony nursing his drink, the two of them went over company news and agendas. His leg bounced up and down. Pepper soldiered on giving no sign of weariness and Tony got up to refill his drink. He avoided her gaze when he brought a double back and sighed when she pulled out another set of documents.

Tony's thoughts drifted to the upcoming holiday. He'd slipped her Christmas bonus into her purse earlier and was sure it was undiscovered because there would have been an argument if she'd found it already. It made something in his stomach clench, thinking that he couldn't do more for her. Someday, he thought, someday the world would see her shine.

Pepper cleared her throat and he looked up to see her gaze focused on him. She stood up, brushing her hands down the already immaculate jacket she was wearing, and smiled.

Tony stepped forward arms open before she looked away. A light blush covered her cheeks and Tony dropped one arm. They shook hands and he tried not to remember all the times when society said it was impolite to embrace a friend.

"Sir…" She said and Tony flinched. "Tony, why don't you come with me. Mom would love to see you and I know James said Barbara and the kids have been asking about you."

What he wouldn't give to be going somewhere, but he had decided to stay. Pepper would be gone for a week after today. Really, she should have left earlier but Tony was selfish and wanted to see her on Christmas Eve. She was going to see her family, Rhodey was back home, and he would be fine.

Tony swallowed. He loved Rhodey's home. Hell, even his kids weren't terrible, but he knew his friend didn't spend enough time with them. It was practically the only time of year where Rhodey got to see his family uninterrupted for a length of time and he knew Pepper saw hers even less. He couldn't barge in on them for his own need to not be alone.

"Thank you, but I'll be fine. Don't worry about me."

"But, Tony, it's Christ- "

"Ms. Potts," He said scowling. "I'm fine."

He could see his friend's indecision and felt a pang in his chest. She sighed and he tried not to notice how her shoulders drooped. After a moment, Pepper looked up with a crooked smile and came back over to where he was standing. With eyes wide, she wrapped her arms around him. He inhaled, smelling vanilla and something he couldn't quite name. She radiated warmth and he basked in her arms for the moment.

"Merry Christmas, Tones."

"Merry Christmas to you as well, Pepper."

Pepper stepped away but placed her hand on his shoulder. He smiled but it fell when she turned around. The door shut softly and Tony listened until he couldn't hear footsteps anymore. The chair engulfed him and something weighed against his chest, keeping him from moving. His lungs felt all tight and he rubbed his hand against his heart. Tony grabbed the glass from beside him and drained it in one sip.

* * *

The panes of the windows cast shadows onto the red carpet running down the hallway. The worn fibers gave no resistance after years of being tread down as Tony dragged his feet against it. His hands tried to grab the various bits of exposed walls but they kept missing their target and falling to his side.

Tony came to the edge of the stairs and stared toward the bottom. It was dark below and with each step down, more and more shadows collected. Tony swayed back and forth before convincing his legs and himself he could make it. It wasn't like he hadn't walked the path many times growing up.

His feet swung wide and he stepped down with the banister tight in his left hand. The other hand was glued around a glass. Dribbles of liquid splashed onto the carpet but Tony was too busy concentrating on navigating the stairs without causing bodily harm to notice. He made it without incident and wearing a cocky smile started heading to the kitchen with his rumbling stomach leading the way.

He turned the corner when his foot caught on something, sending him sprawling. With a groan Tony twisted his body so he was sitting, legs wide before him, and looked to see the offending piece of carpet. Tony cursed and got to his knees, crawling forward and muttering profanities under his breath. He flipped carpet down leaving a small raised section and he made a note to check with the housekeeper about fixing it.

Tony laid there, stretched out on the ground and started laughing. Low, deep belly laughs erupted from his mouth and, once on his feet, smaller giggles continued to follow him to the kitchen. He knocked first and with a greeting of silence remembered he sent the staff home for the holiday.

The countertops, floors, and utensils were all spotless. The only thing marring the immaculate room was his reflection in one of the pans hanging. Tony moved about carefully, aware of his unfamiliarity of the room and the pride that Mrs. Vern took in the state of her kitchen.

He grabbed a tray out of the icebox. Again, thanking his formidable chef in the back of his mind for preparing him enough to last over the holiday. He spotted a white peak and withdrew a stately looking Lady Baltimore cake, one of his favorites, and a bottle of champagne.

Considering his lack of grace earlier, Tony balanced the plates and precious cargo nimbly as he left the room.

He passed through the doorway and turned into another hallway. The walls rose up beyond his sight and large portraits of his family hung like gargoyles above him. It was the only way he would see them again.

"What a depressing thought." He said to the room. Tony never wanted to see those ugly bastards again. If it weren't for the people looking up to the Stark name for a home, for a job, he would burn every painting down to their frames.

He stumbled into the door jam and, moving the glass to the top of the plate, opened it. Wind blasted forward sweeping his hair backward and causing his eyes to water. Tony stepped into the cold as the snow dusting the ground crunched under his feet. Branches hung dead, laden with the heavy material along the way.

The crunching was the only sound in the courtyard. Tony wondered for a moment if his hearing was going but he realized with a snort the snow was acting as a muffle to the world. He ducked under a low branch and over a small creak, some trickles of water still able to caress the rocks in their path, and Tony saw his goal. A little cottage whose four sturdy walls housed too many memories stood nestled into a grouping of trees. The roof sunk down a bit on the left side but it remained surprisingly intact.

Again, he rearranged the plates in his hands and pulled a small key from his pocket. After a few lame attempts the little door swept open and Tony stepped inside, stooping under the threshold.

Out of all the words used to describe his life, quaint would not be one often picked. Here it fit the environment well and he loved it.

The sun faded drapes, the two-person loveseat pulled tight against the window, and a kitchen with room for one sat in the far back corner of the cottage. His favorite were the shelves lining the walls filled with books squashed into every nook and cranny. The smell permeated into his mind and brought forth memories of him hiding away here, reading one of the large tomes while his mother sat in the loveseat doing the same thing. The small respite had been his mothers and now it was his.

Tony took a seat on the couch with a pile of the stolen treats sitting on the small table adorned with lattice lace next to it. He poured himself a glass and spread his legs out along the side, his manners drilled into him since a child kept him from placing his boots directly on the couch. The smoke from his cigarette curled into the air sending faint tendrils to the ceiling.

He pulled back the window dressings to look out behind the cottage. Most of the view was obscured by the trees but he could see a patch of the pond. Ice was just creeping over the surface and into the middle illuminated by the evening moons which sent sparkles shining in the frozen material.

Tony remembered going here, upstate, to get away from the bustle of the city as a kid. He learned how to ice skate on this pond. His mom watching from the bank as him and Rhodey skated and fell over the course of the day.

What he wouldn't give to go back to those days. Heaviness pulled at his heart and he pushed the cigarette into the paint of the sill.

He sat staring at the sliver of light on the pound and found himself setting the glass down on the edge of the table. He stood and didn't notice it tip over, spilling onto the carpet. The door was open before he knew it and Tony wandered out coatless to the back of the cottage. The cold penetrated into his bones but he felt only the suffocating smoke of his memories cloud his mind. He needed to get out of that room so filled with his mother's things.

The ice went farther into the pond than he thought but he could still see a circle where the dark water was visible. Tony took one step onto the ice and another. Small cracks fissured out under his foot and air bubbles escaped to linger below the ice. Tony looked down and watched as the ice bent under his weight.

He took another step and let his fists unclench. They hung unmotivated at his sides, the wind rushing free between his limp fingers and into his bones. The air was too fresh, too free, and it clouded his mind.

Maybe it would be for the best if he fell through. His shoulders were getting tired of holding all the weight he carried, the ice would as well soon.

He took another step.

Everything was in order, he thought. With the help of his estate manager, he had made sure a while ago that everyone, staff, Rhodey, and Pepper would be looked after well. They wouldn't have to worry about him and he wouldn't have to worry they would be left with nothing.

He stepped again.

Maybe this would be better. He would never have to see those portraits judging him from the grave, never have to face another day of being so goddamn alone again.

He took another step and froze. Wind sweeping the snow resting on the top of the ice and the moon appeared in its full glory from behind a cloud, settling down on his face. Tony was submerged in some kind of spell. Magic swirled around him and his fingers switched before curling into fists. He brought them up against his heart feeling it race. Strange, he hadn't felt it until now.

Tony took a step back and heard the cracking ice. Like waking from a bad dream, Tony noticed where he was and how cold it was. He stared down at the damaged ice and with haste scuffled backward. Water permeated his boots and he fell into the bank. Puffs of breath steamed into the air and his chest contracted rapidly. He tried sucking in a breath only to be stopped by that heaviness in his chest.

Water soaked into his clothes and his head spun. Over and over he tried breathing deep, tried grasping onto his something but his hands melted through the snow he was buried in. Black spots danced across his vision and his hands came up to clutch his shirt tight.

His eyes closed, the shallow breaths not being enough to sustain consciousness, and he slipped into blessed darkness away from his thoughts, away from himself.

Tony awoke, drenched in the cold. He unwound his fingers from his shirt before stretching them, feeling the bones shake with resistance. Carefully he stood up, working around his shaking legs and deep ache in his chest.

Tony stood there for a moment, his gaze resting on the ice he had stood on. With a turn of his heel, Tony stepped away from the bank, brushed off his pants, and hastily headed back to the little cottage.

What he was running away from was another question he couldn't bring himself to ask.

* * *

The holidays were never easy for him, he argued with himself. Of course, he didn't really mean it. All the cheer and good tidings were getting to him.

He poured himself the remnants of the bottle and cursed his lack of foresight to bring more. Forgoing any manners, he dipped his fingers into the cake and licked it off before diving back in and repeating his actions. He could bloody well do what he wanted it was Christmas after all and no one could reprimand him for it. With a dull smile he grabbed another portion not minding when it dropped onto his still wet shirt.

Everything was fine. The food was delicious, the champagne, besides not enough, was the best money could buy, and he was as rich as can be.

It didn't matter. Christmas was just like any other day of the year. What did it matter to him? He had offers to go to parties. Pepper invited him to stay with her family but he chose to stay at his home upstate. He chose to do this and he loved it.

The world felt duller once he got back inside, the cottage a little shabbier, but Tony pushed those thoughts away and focused on his cake, thanking dear Mrs. Vern for making it on such short notice, and the lace dollies on the little table. He was sure his mom made them when he was a kid.

There was a fuzziness hovering over his mind and there was still plenty of cake left. He sung carols and other folktales at the top of his lungs. Hours into the night he pulled a blanket around his shoulders and closed his eyes. It truly was a grand time of the year and Tony felt a false warmth in his limbs.

It wasn't until he was in the grips of sleep that the moon reflecting on the ice entered his mind again. Tony shivered and drew the blanket tighter and he slipped further into sleep.

His face remained impassive and youthful but unbeknownst to him a small tear ran down the side of his face.

There was no evidence of the emotion in the morning. The cold's lingering grasp was swept away by the sun and everything was as expected, but on waking Tony packed up and went back to the city instead of staying in his upstate manor for the remainder of the holiday as planned.

He refused to open the windowsills and look out at the lake as he exited the cottage.

* * *

Edited as of 4-27-20.

Thank you so much for reading!

I hope you enjoy. Let me know what you think, please! Your comments make my day!


	3. A Day When Someone New Comes to Midtown

Hello everyone! Thank you for sticking with this story! Hope you like this new chapter.

* * *

_Eleven months later_

"Everyone up and downstairs in no less than ten minutes. We've got a full day today."

Penny stifled a groan, raising her arms above her head. She tested the limits of her pinched muscles, stretching her arms back further until they protested. Her back kindly reminded her of the punishment she'd received yesterday with another pinching of objection.

Today was going to be a day of avoiding things. She made sure not to look at the empty bed beside her as she got in the line to wash up. At the sink she avoided looking in the mirror and at her jagged haircut, instead concentrating on scrubbing the last of the grim from under her nails that was still there because her cleaning the previous day.

The skin of her palms stung when the cold water hit the scratches and she wished for the thousandth time she hadn't tried to run away. Penny scrubbed at them careful to get the dirt embedded in the cuts out. The window latch had wood splinters flayed off it and Penny's hand was the victim when she tried to climb out.

Mrs. Delores caught her in the end. The punishment was one Penny wouldn't forget for a long time and when Betty came to let her out, two days had passed by. Betty had handed her a spare rag to wipe the tears and sweat off her face but gave a grimace that spoke volumes.

It wasn't that the punishment was the worst she'd experienced but there was something in being left alone in that room in the basement which made Penny tick. It was the waiting. Every sound and footstep by a mouse sent her imagination spiraling. It didn't matter if her eyes were opened or closed, Penny was left waiting in that chair, waiting for mercy. She was alone with her thoughts as sickly company.

With her parole, balance became her motto. She stored all her plans of running away in boxes in the darkest corners of her mind. But not all the evidence of it was gone. Her hands had an almost constant tremble now and one of the days when drew the short straw, all she could do was clutch the door knob at the top of the stairs. Not even Mrs. Delores's menacing fist could make her go down to the basement and her stomach unclenched when Flash gave in to her pleading and offers of her bread for the next week to switch chores.

The next time Mrs. Delores stood at the top of the stairs and watched as Penny went to the basement. She grabbed the rags and scrubber, and ran back up wincing at the stare Mrs. Delores was giving her. Flash couldn't trade with her anymore, the woman said with a smile.

Penny finished getting ready for the day, making due with no toothpaste, and headed downstairs.

Today was the day and alone she shivered but hefted the bucket into the second room in the basement. Her eyes were drawn to the chair in the corner and as water rose in the receptacle, Penny wiped away the tears at the edges of her eyes. The stairs creaked, the bucket hit each stair on the way up, and she made sure to skip the fifth step, but she couldn't get away fast enough.

As she scrubbed Penny imagined Mrs. Delores sprinkling dust and grim on the doors when all of the children were sleeping, laughing at all the chores they would have to do the next day. Everything at Midtown was dirty no matter how much they worked.

The front door opened interrupting her musings, and a gust of winter air flew in, bringing Mrs. Delores along with it. Melted snow dripped off her coat and onto the floor Penny just cleaned. She shoved her umbrella as well as her gloves in the hooks by the door and turned. Her eyes landed on Penny who, mop in hand, was frozen in the entry hall not five feet from where Mrs. Delores stood.

It was their first union since and Penny flinched at the women's voice.

"What are you doing, girl?" She looked down hiding her pale face and growing apprehension.

"I'm washing the floor, Ma'am."

Mrs. Delores snorted.

"Not a very good job if I have anything to say about it and we both know I do. We have a guest coming later this afternoon and it wouldn't do for them to see this shithole or any little rats, for that matter."

Her nickname brought a grimace to her face.

The first couple months she was at Midtown, Penny went through a scavenging period. She would store small stockpiles of food in the dorm in case, and many times rightly so, there was not enough available. When some rotted the other kids told on her and Mrs. Delores look of glee preceded the birth of her new name.

Penny never really stopped scavenging, she was just better at hiding it now. The years had taught her what to take and how much would be needed. Ned would help her when he was there and never laughed at her for the unshakable habit. He'd also stop anyone from calling her rat including stealing all of tiny William's undergarments after a particular vicious attack against Penny.

Without thinking her hand came up to grab the sheared ends of her hair, barely maintaining Penny's natural curls and giving her the overall effect of looking like she had rat's nest festering on her.

Nodding, Penny informed Mrs. Delores she would be done in time. It was implied she would long be out of the way when any visitor came.

The door to Mrs. Delores's office snapped shut and Penny exhaled. Left alone again with only the mind-numbing work of the mop, her thoughts were free to their whimsy. They wandered about their standard path, ignoring the aches in her stomach, to thinking about a women she saw at the market. Her coat had such fine detail Penny couldn't help but stare at the lace sewn on the sleeves. The woman who was walking by looked down at her and Penny felt seen in a way she rarely did. Her gaze bypassed Penny's hair and too large ears, and instead she met Penny's eyes in a direct manner.

Penny answered that Delmar's was the place to buy meat and bread for the best price. The comment earned her a smile and even more worthwhile, an apple. She'd eaten it without haste once she reached the alley by Midtown, though she was loath to let something so beautiful be ruined. The skin of the apple was dark red. Red like the coat Mrs. Delores was wearing this afternoon and the anger sprouting on her cheeks when her eyes landed on Penny.

Who was their guest? No one came to Midtown; no one unexpected at least.

All the people had their set schedules and prompt times for arrival and departure. It was nearly unheard for someone to come without announcement and even more unusual for Mrs. Delores to be so upset by it.

Mr. Stevens arrived in a punctual manner every week to drop off groceries and pick up the laundry. His beard matched the bristles on the mop she was holding and though his nature was gruff, he would sometimes bring small treats to whoever was helping with the laundry. He gave Penny a piece of bubblegum which her and Ned split as they hid between their beds before dinner one night.

The representative from the state, Mr. Morita, came for a yearly inspection of Midtown and its charges. The leadup to those visits were punctuated by late night cleanings and freezing baths. The workload was much but they ate better that week than any other in the year. Mrs. Delores also made sure to be more pleasant to them. She wasn't nice per se, but her presence wasn't as omnipotent. The office door remained closed tight as she filed paperwork and prepared for the questions Mr. Morita was sure to ask.

The final people who came were the prospective parents, but they were few and far between. Midtown was located in the part of town where the locals couldn't afford to take in another mouth to feed and people from different neighborhoods wouldn't want to visit.

When they did come silence fell on the orphanage and against Penny's efforts, hope rose in her chest, seeping through her veins and flowing into her heart only to end up in expected disappointment.

These were the only people who came to Midtown.

No one came as a guest.

* * *

A sliver of light fell through the crack of the door and onto their faces.

Flash's chin dug into the top of her head and Penny's elbow jabbed into Betty's stomach but no one moved. Each child's eyes were glued to the figure standing in the office.

The sound of her heels clicking on the floor like a dinner bell, called all of them to the landing on the stairs. Penny caught sight of a pair of elegant, black leather gloves and a vibrant green-toned cloche hat. She was sure she had never seen anything so fine until the woman took off her hat and the blonde curls pinned to her head were revealed along with the loveliest smile Penny had ever seen. The woman looked up at the sight of them pressing their faces between the banisters and winked at them.

Now they stood staring from the doorway, shushing each other and watching as the woman paced back and forth leisurely as Mrs. Delores looked through some papers. The woman appeared displaced next to the worn carpet and stacks of old paperwork.

They were enchanted by her, by the way her curls were pinned in neat arrangements to her head and how she walked with sure, strong steps. Her voice completed the spell and the children pressed closer all wondering how someone so beautiful could be there.

Mrs. Delores, on the other hand, was not beguiled. Her tone was bordering on how she talked to the children and they could hear her nails tapping against the desk. Penny would have given her dinner to hear the first part of their conversation.

"All the paperwork is there, Olivia, wasn't it?" From her vantage point Penny couldn't see the woman's face but could hear the low tone in her voice. "We've went through the proper channels…"

"I can see that." Mrs. Delores said, pausing for a moment before bottles clinked together. "Can I offer you anything?"

At the lady's headshake Penny heard a sigh and saw Mrs. Delores come around to lean on the front of her desk, glass in hand. She pointed at the woman and liquid sloshed over the edge.

"What I want to know is why you're coming in here with your bougie clothes and bossing me around. I'm not stupid and I know Midtown ain't the best orphanage around. These kids are downright miserable no matter what I do. So why does this Mr. Stark want one? Hmm?"

The woman walked forward and everyone pressed closer to the door. She took the papers off of the desk, flipping through till she handed them back to Mrs. Delores, pointing at a certain section.

"You've answered your own question. The state of this orphanage is precisely why it's been selected by our board. This is a win, win situation. I've seen the statistics of Midtown and you're low for the year. Well, you've been low for longer than a year. I believe it's been since your husband died?"

"Don't," Mrs. Delores said. "Don't bring him into this. I've done my best with this hovel. It was his dream and I've kept it running without question or thought of myself."

Her words were low and flat, and Penny strained forward, careful not to touch the door so she could see Mrs. Delores's face.

"Be that as it may, you're in trouble and this will give you the publicity you're looking for. There's also the added bonus we're willing to pay."

Mrs. Delores looked at the pages in her hand again and the two stood in silence as the children looked on unseen from the shadows until Betty crowded in forward.

"What's happening?" She said and pushed Penny into the door which creaked open. Both women looked over and the children froze. All of them stared at the red overcoming their headmistress's face but Penny looked at the woman.

Her eyes turned to fall on the children and found Penny, who was the farthest into the room. A full smile crossed her face. It was a smile Penny knew no on at Midtown or the neighborhood surrounding them would wear. The smile spoke of a type of happiness she would never get to know, one she didn't deserve to know.

Mrs. Delores stalked forward. Her words were quiet and incited action with their underlying threat.

"Get upstairs. I'll call you lot down to talk after our… guest leaves."

Elbows and legs tangled together as they scrambled to the dorm. Penny heard them talking in low tones as she walked up the stairs behind everyone. She looked back to see the woman grabbing her coat and heading toward the door. The light from the street filtered into the hallway, illuminating the woman's lone figure. The curls in her hair glistened, taking on the appearance of moonbeams, until they disappeared from view behind the closed door.

* * *

Penny pulled the sheets over her shoulders, tucking the other end underneath her toes.

Careful not to disturb the sheet from its place she stuck her arm out of a hole in the side and wrapped it under the wire frame of the bed feeling around on the flooring until she came to a notch in the wood. With pressure from her hand, it moved and Penny slide the wood aside, grabbing the tin box from the space below the floorboard.

Penny pulled it into the hole in her makeshift sheet tent and opened it. Her fingers traced the few matches scatted in the tin but left them there. A stale slice of bread, still edible, was crushed in the side but again she didn't pick it up. Penny smiled when her fingers brushed against the pages and she thumbed them. The book was torn around the edges but she pulled it out of the tin and pressed it against her chest.

When she showed the book to Ned for the first time he had told her it was full of poems. They'd been able to get through some of a couple but most were beyond their abilities. The greatest gift he'd been able to give was a translation of the names inscribed in the front.

One Richard and Mary.

Penny's parents.

She cradled those names close to her heart every time a couple left empty handed from the orphanage and she was still under her thin sheet. It was only during those late hours with the pages under her hand that the hope extinguished before was kindled into a small flame.

Someone had to care for her. Someone had to be coming.

The book was proof and she knew them with a certainty that was gone from every other aspect of her life. They were the words she said over and over as the moon illuminated the threadbare sheet overtop of her.

Penny brought the book over her heart.

"I promise I'll be good. I won't try and escape again."

A tear slid down her face and onto the pages of the book. She sniffled but continued to whisper to it, hoping it would answer her words.

"Please, please let them find me. Let them take me away from here and this place. Let someone love me."

* * *

At the same moment, miles away in an office the opposite of the one she'd been in earlier that day, Pepper Potts sat at her desk overlooking the signed paperwork for Midtown Orphanage.

The fire in the hearth caught her eye and a mop of red curls came to mind.

* * *

Note: I'm not sure if you can link things here but if you go to my AO3 account there are endnotes of the articles I found that helped when I was researching. If you are interested!

Thanks for reading! Please let me know what you think!


	4. A Day Gone Wrong

Hi all! Hope you are staying safe and doing well. You may notice that the chapter count went up and it was because I had to split this one into two! But that does mean the next chapter is almost done :)

Warning: swearing, corporeal punishment, child abuse

* * *

Flash grinned a wide and toothy smile, and Penny resisted moving away as the insect tried to crawl up the sides of the glass.

"Do you think it will work?" Penny said in a low tone, scanning the room for intruders. There were two other kids in the corner mummering to themselves but otherwise they were alone in the dormer.

"Of course, it will and it's what the bitch deserves, isn't it?"

Penny shifted and looked back down at the jar. The spiders crawled Flash caught crawled up the and inside the glass. She glanced at Flash under her eyelashes. The boy was one of the newer kids here. With the holidays coming up they were getting more children.

Flash was only just taller than her but what he lacked in height, he made up with in mischievousness. In the short time he'd been at Midtown, Betty had woken up to garbage and their dirty laundry, mop rags and all, in her bed twice. His voice, loud and piercing, drew Mrs. Delores's disapproving attention and Flash's chore list continued to grow by the day. Attention was never a good thing at Midtown.

She shied away from him until he approached her after her last punishment. Anger bubbled under her skin and demanded retribution Flash offered gleefully. Without a thought she accepted his request imaging they would switch her paperwork around or tying her boot laces together.

Now that her emotions had cooled and the pain was more of a phantom ghost, Penny was beginning to regret her hasty decision. The bundle of nerves tingled in her stomach. They warned her with every look at Flash this wasn't a good idea. Revenge, no matter how small, would never sooth the hurt she was feeling.

Flash lifted the glass; his hand uncovered the top and dropped another spider into the jar. One black mass moved along the glass but as Penny inspected it closer she could see dozens of individual spiders looking for escape.

"Okay, you know the plan, right?"

Their little legs tried to crawl to the opening of the jaw only to slide down in the last inch, away from freedom. Their own window of the dormer was in her periphery and Penny had an odd moment of union with the spiders. She empathized with them. Too many times had she pressed her hands against the window, staring out into the world and wishing for escape. The urge to slam the glass into the ground setting the glass cage open surged in her chest and her hand twitched.

"Penny," He said and nudged her shoulder to get her attention. "You're not getting cold feet, are you?"

His mouth was pulled tight and she swallowed under the weight of his eyes.

"N-no, Flash, of course not." Penny said not wanting any dirty laundry in her bed the next morning.

"Good, you're going to make sure _she's_ in her office and if she is you know the plan."

"Why can't I…"

"We already agreed. I'll set up here. You go."

Her feet dragged along the floor as she grumbled to herself. They didn't really agree and she didn't want to do this anymore. Trouble was beginning to seem like her middle name and Penny didn't like it one bit. But as she walked down the stairs Penny was big enough to admit there was a part of her, a tiny part she wanted to squish down that was excited at the chance to prank Mrs. Delores. Its child-like face grinned at the thought of seeing Mrs. Delores squirming with discomfort.

Flash was right. _She_ did deserve it.

Penny got onto her hands and knees. She peered under the office door. A pair of lace-up boots tapped under the desk as Mrs. Delores hummed off-key. Penny suppressed a giggle as she backed away from the door and settled against the wall with knees pressed against her chest.

Next stage of the plan was to count to thirty while she waited. At fifteen Penny stood and brushed off her pants. At ten she placed her hand on the doorknob and breathed in. And as she counted to zero, Penny opened the door making sure it bounced off the wall with a clang and ran into the office. She dropped her jaw and made she her eyes were wide.

"Mrs. Delores, Mrs. Delores. You've got to help. It's Betty! She was trying to dust the moldings and fell off the ladder. Her arm doesn't look right at all. She's screaming and crying everywhere up there in the dormer."

For all Penny disliked Mrs. Delores, the women's face drained of color at her words. Not even questioning that it was Penny relaying the information or that she gave Betty different chores to do, she stood up, pushing Penny out of the way and into the desk before running out of the office.

Of course, Betty was in the kitchen today but she was one of Mrs. Delores's favorites.

The office drooped without its master inside. Papers and bottles were scattered along the surfaces, and in the corner shrouded in the shadows hide a pile of confiscated toys Penny was itching to dig through. Maybe Mr. Teddy was in there.

Instead she walked around the desk and noticed the envelope the new woman brought the other day. It was sitting with crisp white edges amongst all the other paperwork. Her hand reached out and grabbed it up before she realized what she was doing.

Inside the envelope were a bunch of official documents with fancy fonts. All of them were stamped with a circular crest. She brushed her thumb against the raised marking. A helmet like the knights in Betty's picture book was in the middle surrounded by a flowing script. Its mien was all straight lines, giving the appearance of a determined face. The writing wrapped around the head with intricate knots entwined with the words.

Penny wished she could read it.

As she scanned the document there were a couple of words that looked familiar. She spotted 'orphanage' often enough in the papers to recognize it from the sign hanging outside. The wire chains connecting the sign to the post were rusty and cracked, leaving the whole welcome on a vertical angle, pointing not to the front door but to the ground underneath. It wasn't often Penny passed the sign because they were only allowed to leave out the backdoor but it was the first thing she saw about the building before she took in the crumbling bricks and sun washed door.

There was also a word starting with an 'S'. Ned tried to teach her some of the alphabet; Her name was easy now, but she couldn't quite make out this word together. Penny began to go through each letter, like Ned taught her. There was an 'E' next and after that a 'B' or was that an 'R'? She smiled at the knowing it was a 'K' at the end. Her first time seeing a 'K' she mixed it up with the 'N' in Ned's name. The whole week after that she began calling him Ked much to his dismay.

"Sterk? What a weird word."

She wiped her hand on her pants before bringing it up to smooth over the word. It was the same word etched inside the crest on the top of the page and Penny assumed it was a name by the regal font used.

Penny was reaching for the next stack of papers when a scream erupted upstairs. Her thoughts scattered along with the papers in her hands. They floated away from her and settled on the floor as she heard hasty footsteps. Mrs. Delores came marching down the stairs and her breath caught. She'd failed to complete step three: get out of the office and make herself scarce.

Her feet were frozen on spot and Penny was helpless to do anything besides watch as Mrs. Delores came back into her room. Most of the spiders were gone by the time she shut the door but the woman kept brushing her clothes and raking her shaking hands through her hair. Mrs. Delores's breathing was harsh and when she exhaled, thinking she was alone in the room, the corner of her mouth twitched.

Penny waited for the ground to open and swallow her whole.

She turned from the door and her eyes fell onto Penny.

"You…" The woman said, stalking forward. Her face reddened at the sight of Penny standing there with her papers disturbed. "I should have known."

The office shrunk down until it was the two of them. She grabbed Penny by the upper arm and pulled her close. Penny whimpered at the burning in her muscles and a grunt escaped her when a hand came down against her behind.

"You ungrateful, little bitch." Mrs. Delores punctuated this by another slap.

Penny couldn't hold off the tears running down her face but she pressed her lips together so no sound would emerge from her. Mrs. Delores twisted her around so they were face to face and poked her finger into Penny's chest.

Mrs. Delores griped her arm again causing another burn to echo down to her fingers and dragged Penny across the floor and to the door.

"Stop, Mrs. Delores, please." She cried to deaf ears.

Penny was dragged into the hallway and she saw of Flash and some of the other children huddled on the stairs peering down. Flash had the decency to look alarmed but it didn't stop the Penny from feeling the burn across her back and cheeks.

Mrs. Delores spotted them and whipped Penny in front of her, grabbing her hair so her head was tilted back and neck was exposed. Penny could see the bottom of her chin. The layers underneath squished together like a molten bagpipe as she spoke.

"Let this be a lesson to you little Bastards. There will be punishments and there will be repercussions when I find out who else was behind this. Penny here will have the luxury of telling me who else was involved."

She twisted them around, dropping Penny's head which hung against her chest, and headed them for the basement stairs. Penny's heart dropped at the sight of the old door.

"No, please. I…"

"Quiet, unless you want to tell me whose idea that was."

Her mouth went dry. She couldn't give Flash up because he would be in trouble. Why pile more misery around? His lunches for the week were already taken away for the other prank he pulled on Betty and Penny shivered to think what Mrs. Delores would do next if she knew about his involvement in this disaster. Her protests died leaving her shoulders limp as they continued on, but the decision didn't stop a whimper from escaping.

A harsh cuff to the back of her head sent her thoughts spinning and behind the buzzing erupting in the back of her skull she thought she could hear Mrs. Delores sharp voice reprimanding her.

They went into the basement and the door to the room with the sink was opened. Mrs. Delores threw her onto the floor in the room. Dirt flew into the air around her. The dust cloud enveloped her and Penny's chest heaved as she coughed in the contaminated air.

Mrs. Delores forced Penny into the chair. She wound the rope around Penny's wrists uncaring of the friction and pinching she was causing. Her voice was heavy against Penny's ear as she worked.

"I hope you're happy."

Mrs. Delores stepped back and Penny was an insect under her eyes, insignificant and worthless.

"You're going to think about why you're here and when I let you out, if I do, you're going to apologize till I'm happy. No don't say anything now. I don't want to hear it."

Penny closed her eyes as the door shut, sending another dust cloud into the room.

Under the cover of darkness Penny's tears fell freely. They made their trek down her cheeks and chin dropping to her lap where they sunk into her clothes; invisible but apparent in the dampness stuck against her skin to Penny.

Penny cried loud and with shameless abandon. The walls were thick enough no one could hear. When the reserve of her emotion was all but dried up Penny thought about the lady with the blonde curls and her perfect smile. A new wave of tears fell.

* * *

Light and sound filtered back into her world.

The door opened and through red crusted eyes Penny watched as Flash peeked his head through the slot in the door. He swallowed but squared his shoulders and walked toward her.

The sounds of the rope untying permeated the room and Penny jumped back into the chair when Flash put a hand on her shoulder. His youthful face was marred with lines allowing Penny a glimpse at the serious adult he could become if left in this place.

"Are you alright?"

Penny smiled weakly and nodded, though the action brought stars to her eyes.

Flash hurried to the sink and filled up a small glass sitting there with water. Once by her side again he lifted it to Penny's lips and let her take shallow sips until the itching in her throat abated. He smiled as she drained the glass but she didn't return the sentiment.

He wrapped an arm around her shoulder and led them to the door. She shivered at the touch but rested against him with increasing reliance as they continued. Her body froze when they got to the doorway out to the main part of the basement at a thought.

"I can leave?" She asked in a low voice so no one could hear. Flash chuckled without humor but Penny wasn't going to risk anything for a jailbreak. This had to be above board or she wouldn't take another step.

"Yes, she didn't want to look at you so she sent me down here. Don't worry." Her lips pressed together and Penny wanted to bite she had a reason to worry, that it was his fault she was worried, but she remained silent.

Flash helped her up the stairs. Once on the landing he steered them away from the office and they began to climb the stairs to get to the dormer. Her breath came in short bursts by the time they were halfway and he stopped them on one of the landings without her request. Penny braced herself against the wall and Flash trying to gulp down the air. They continued on once she wasn't seeing grey spots. The two made it to the dormer and to her bed. Thankfully the room was empty of anyone else and Penny could struggle to get under the sheet in peace.

She lay down and curled away from him. He hovered where he had helped her into bed, shuffling his feet back and forth. Penny squeezed her eyes shut willing him away.

"Penny, I'm so sorry." He said.

The covers fell down her shoulder when she shrugged and after a moment, heard his footsteps walking away.

Penny was left longing for company with no voice to ask. All she wanted was warm strong arms to hold her but the small fire her heart guarded over was growing smaller as each day passed. The sun's reflection in the window caught her eye and Penny sent a silent prayer up to the sky that someone would come for her and she would break free from this glass cage.

* * *

Thank you all for reading! You can find me tumblr at Elizabeth-234 or AO3. I put resources there because I can link them!

Please leave a review! :)


	5. A Day She Receives Some News

Hi all! Hope you are doing well. Thank you to those who are reading and enjoy :)

* * *

Soot dislodged from a clump clinging to the side of the fireplace. Penny dug the shovel underneath and scooped the particles up, coughing as they floated into the air. She dropped the pile into the bucket and after sweeping out the remainder of the soot, pushed herself to her feet and stared at the finished work.

Penny wiped a hand across her forehead hoping none of the soot smeared on her face, but as she picked up the bucket to bring it to the back to empty it, noticed the dark stains on her shirt and pants, not to mention her fingernails were encrusted with the ashes. She could smell the burnt, dark scent on herself and scrunched her nose.

With a shake of her head, Penny felt through the material of her shirt and traced the outline of the letter from Ned. It was safe, tucked away and hidden there. There was no time to place it in her tin upstairs and, if she was being honest, it was comforting to feel the paper against her skin throughout the day.

She couldn't read most of the words but in the corner, Ned drew a picture of the fireplace in his new home. One similar to the one she'd cleaned moments before, though this one was full of a light and a roaring fire. Stockings hung down from the ledge filled with different names. It was a proud discovery. Ned had taught her how to write and read his name, and his moniker was one of the first things she'd noticed on the picture.

Penny wondered why he was sending her a drawing of their drying socks, but it was Ned and he'd always had a wild imagination. Though, she'd much rather he was there with her, at least the card was a perfect Christmas present.

Her only present this year.

Soot shaped fingerprints stained the edges of the letter and she shoved it back into its nesting place at her side to prevent further damage. Work needed to be done and she couldn't sit around woolgathering all day. With new determination to finish up Penny grabbed the bucket and her tools.

Penny slid down the wall between hers and Ned's bed. She liked to image Ned was out running errands. That he would come back dripping with snow and wearing a smile as they giggled across the gap late into the night.

Her hand cupped her shoulder, rubbing the bones and muscles. She placed them with deliberateness to cover the large imprints with her own smaller digits. The purple marks peeked out from under her hand, dark ghostly fingers still clutching at her skin.

Penny shivered as her thoughts turned to her time alone in the basement.

Her fingers trembled. She took the letter out hoping for a distraction. The paper rustled even with her careful finger placement around the edges, hoping not to get anymore soot on it. She looked at the picture again. Four socks hanging from the fireplace. One was significantly smaller than the one with Ned's name…

Dorothy giggled causing Penny to push to the letter to her chest. She stared at the girls playing a game of dice in the corner of the dormer while her heart calmed its racing rhythm. Dorothy and the other boy had to keep switching teams because the dice set wasn't complete. Keeping a glare off her face Penny looked back to her letter.

"Shit." Her face paled at the stain in the center of the paper right where she laid it on her shirt.

"No, no, no" she said waving her hand in the air over it trying to get it off but not willing to touch it further. She stared down at it, seeing only Ned's disappointed face. One she might never see again.

Tears pricked at the corners of her eyes. Ned's bed stood mockingly next to her. Her face had almost split when he'd told her the news.

His face red with a combination of the news and running up the stairs. She'd laughed at his attempts to get the words out, thinking one of the kids had done something stupid again.

"I'm… Penny, I'm being adopted." He'd said with such abandoned glee. His face the most open, eyes wide with delight, that she'd ever seen him with.

And she smiled…. And smiled some more, squealing with Ned. They jumped up and down in the dormer hugging one another all while Penny's heart broke and her flame dimmed.

Betty came running into the room, cheeks red and yelled at them all, bringing Penny out of her reverie.

"Everyone make yourself presentable. She's back and we're supposed to be downstairs."

The group playing stopped and stared at Betty who put her hands on her hips and did her best impression of Mrs. Delores.

"Don't just stand there. Get moving." She snapped grabbing her shoes and exited the room.

Everyone in the dormer clambered around the sink. Penny looked at herself and the letter, which she stuffed back into her shirt. A creeping itch entered her limbs and Penny shifted where she was sitting. The lady was here again and she looked like a little child of the woods covered in cinder and dirt. She left a lingering gaze at the line to the mirror before sighing and brushing down her clothes as best she could.

At the base of the stairs, Penny stood behind Dorothy at the back.

"In line everyone. Get in line. John, keep your hands to yourself and stand next to Betty." Mrs. Delores fussed with Betty's tie on her blouse and glared at the rest of them. She turned and walked back to the lady standing in the entry hall.

The two women sized up the children in front of them. Penny, who was squished between the wall and Flash looked at her shoes.

"Now. As I'm sure your aware we have a guest." Mrs. Delores said the word in such a manner Penny was certain was not complementary. "As such you need to shut up and listen."

The lady's mouth opened at the harsh language but stopped when a few children giggled under their breaths. She stepped forward and surveyed them with kind eyes. Penny looked at her from under her bangs. Her hand unconsciously played with the end of her hair.

Today she was wearing a masculine styled hat. A fedora, Penny thought, remembering the one Ned looked at in the window of one of the stores they passed on their way to get groceries. This one had a small black feather sticking out the back toward the ceiling. Her outfit coordinated between the buttoned coat and skirt. Her heels clicked against the wood of the entry way and for the first time Penny was happy she'd cleaned the floors.

"Alright, um, thank you for that introduction." She said with scrunch of her nose. "My name is Pepper Potts and I'm here on behalf of my boss. Is it alright if I talk to you, one on one?"

"What for lady?" Someone, John, spoke up. The others snickered at his words and waited to hear the reaction. Mrs. Delores face blushed deep at John's gall.

"Well, we're trying to find someone very special. Someone who would be able to come home with us for the holidays, if possible." Whispering started and in haste she added. "My boss has been looking to help underprivileged youths in the city and so we've come here. Will you cooperate?"

Penny wasn't sure what underprivileged meant but from the tone the lady used it seemed like something to describe them. It didn't sound positive.

Most everyone nodded and the lady, Mrs. Potts, turned to Mrs. Delores.

"I'll be using your office if you have no objections."

Mrs. Delores's mouth opened along with a vein throbbing on her forward but voiced no objections and Penny found herself on the stairs waiting her turn. She watched as the other children went into the office, grins on their faces instead of grimaces. A day without chores would do that.

The ones waiting around Penny whispered questions that mirrored her thoughts about Mrs. Potts. Who was she? What did she mean she wanted to take someone home? Why was she wearing a man's hat?

A steady stream of children entered and exited the room. Some children's interviews lasted mere minutes while others dragged on until finally it was Penny's turn.

She brushed down her shirt, took a full breath in, and pushed the door open. Mrs. Potts sat in one of the chairs in front of the desk and gestured to the chair next to her when she saw Penny. Penny slid into it, careful to sit up with correct posture on the edge and not spread the soot anywhere.

Under the attention of the woman's stare Penny fidgeted, clasping and unclasping her hands in her lap. She peered up and the women smiled causing a flush to rise on her neck and cheeks.

She noticed the woman's eyes remaining on her clothes. Penny crossed her arms in front of her chest to block the soot from view.

"I'm- I'm real sorry about my appearance, Ma'am."

She waved with a soft smile.

"You don't have to worry about that, Penny, right?" Penny nodded. "Well, Penny, you don't have to worry about calling me ma'am or Mrs. Potts. It would be Ms. Potts anyway and I would prefer Pepper. I'm curious about you? The others have told me all about themselves and I was wondering if you felt comfortable doing the same?"

Penny thought of everything she could say. All the great things she'd told herself all the parents, her parents, were missing, but under Mrs. Potts's smile she knew she had to tell the truth.

"I'm not special. There's a reason I'm at Midtown, Ms. Potts, and I don't want to show myself off as something I'm not. I'm just Penny and I'm sure your boss would want someone much better."

Penny tugged her fingers until she heard a pop. She squeezed her fingers together knowing a dismissal was on its way.

"Penny, I'm not sure who told you all of that but the person I see in front of me is very different than the person you described."

Penny furrowed her brow and glared with skepticism. Mrs. Potts laughed at the face and took a plate off of the desk.

"Have a cookie, Penny."

Penny grabbed a cookie not hungry but wanting to save it for later.

Mrs. Potts stood up and the interview was over. Penny followed her to the door. She glanced back and her stomach clenched. Had she really said all that? Had she really sabotaged this chance to get away like she did everything else in her life?

The knot in her stomach grew the closer she got to the door. She felt like everything was slipping away from her. That she had just been standing at the edge of a great flame and, too scared it would burn, she ran away.

With heels clicking, Ms. Potts opened the door and with a brief hand on Penny's shoulder disappeared behind the door

Someone called out to her asking how it went but Penny ignored them and ran up the stairs. She stared at Ned's empty one from her own spot under the covers realizing he would never be back and she was stuck here. Alone with her runaway mouth.

* * *

Snow flurried on the breeze and into the doorway Penny was emerging from. Her bare hands gripped the buttons of her shirt. They shook from the temperature, impeding her from buttoning the ones with buttons still attached.

With a growl she stuffed her hands into her pockets, grasping the grocery list in her left hand and bringing them together to keep the wind out.

Someone laughed and Penny froze before looking up. Ms. Potts stood at their gate bundled up in an outfit perfect for the opera. She giggled again, bringing her hand up to cover her mouth, at her lame attempt to button her over shirt. Penny blushed and tried to cross her arms in front of her, though it didn't quite work with her hands in her pockets.

Ms. Potts walked forward up the path from the gate. The furs lining her coat to caught more snow particles making them look like sparkles emanating from her.

"I really shouldn't laugh, Penny, but you made the most darling sound just now." She said and smiled.

Like the last time the woman put her hand on Penny's shoulder, her eyes closed automatically but she managed not to flinch this time. She didn't expect the warm feeling coursing through her chest to arise again. Not when she knew the women was not here for her. When she opened her eyes, Ms. Potts was glaring at the over shirt she wore.

"Please tell me this is not what passes for a winter coat these days?" She sniped.

Penny pressed her hands closer together, straining the fabric a bit but covering herself more against the elements.

"No, of course not. I just didn't bother putting something heavier." She hoped the blush on her cheeks wouldn't give away her lie. It seemed the lie, punctuated by a shiver was found out instantly. Ms. Potts clicked her tongue and caught Penny by the shoulder changing her trajectory in one warm, almost hug.

"We'll see about that." she said and led them inside.

All different protests came to mind, but in a bout of shyness Penny remained silent as she seemed to be prone to when Ms. Potts was around.

She, along with Penny dragged behind her, burst into Mrs. Delores's office, interrupting the woman's afternoon work.

Mrs. Delores woke with a start and at the sight of them her jaw gaped.

"I thought I gave you things to get, girl?" She said before turning her hard expression to Ms. Potts.

Penny opened her mouth but her captor went full steam ahead.

"Be that as it may, I asked Penny here to guide me to the office and now she's done that most excellently I would ask that she wait in the hallway. Thank you, Penny."

It was directed at Penny but Ms. Potts gaze never left the woman behind the desk. Penny nodded trying to smile but ended up grimacing.

She sat on the bench across from the closed door and wondered what they were talking about. It was unheard of for someone to talk to Mrs. Delores that way; to put her in her place so politely. The set down would make her in a terrible mood but it couldn't erase the smile off of Penny's face.

The list of supplies remained clenched in her hands and Penny waited.

When the door opened a sigh escaped her even when it was Mrs. Delores and not Ms. Potts.

"Get inside." She said and pointed into the room. Penny didn't think she'd been inside the office so much before.

Ms. Potts sat down with an untouched cup of tea in front of her. Her smile was full, real, and so much like the one she gave Penny the first time they'd met. Penny stood in the center of the carpet and waited for instructions from Mrs. Delores. Without looking away from her, something that was making Penny fidget, Ms. Potts asked Mrs. Delores to give them the room.

Mrs. Delores's face turned an ugly shade of maroon but she left without a peep. The door slammed behind her though Ms. Potts pretended she didn't hear.

They sat in the same chairs as last time. Penny waited for something to happen, for anything to to be said or for her to be sent on her way. She was almost glad Mrs. Delores sent her out without breakfast because her stomach was doing loops as the silence progressed.

"I think the first thing we'll have to do is sort you out some new clothes. A real winter jacket, preferably one in a jeweled eggplant tone perhaps. That would go beautifully with your hair. And don't worry it will be warmer than that excuse for a coat." Ms. Potts sniffed at the jacket she was wearing.

Penny couldn't believe it. She wouldn't.

"Ms. Potts with all due respect my hair is not beau- Wait, what do you mean new clothes?"

"Of course, your hair is beautiful. I've spent hours getting my hair done to have curls like yours, although it may need to be grown out a little before we can cut it properly. But I've gotten ahead of myself, haven't I? Tony always says I do." She said with a smile before getting back to business. "Well, you do remember the last time I came to visit? Yes, I thought you might. We, as in my boss and me, have decided that you, that is, if you want to, will come and live with us for the holidays. As a sort of foster program, if you will."

For the first time Ms. Potts didn't look at her and her words flowed not with the ease they had before but with a measured character Penny would puzzle over later.

Her mind raced. They were talking about her? The Penny who had met the woman with soot stains everywhere. The same Penny who told Ms. Potts she was under no circumstances special. The one who fell victim to her anger and peer pressure. The one whose hair was not beautiful. The Penny whose parents didn't want her.

"I…" Her words failed her. Tears collected on her bottom lashes and she clenched the grocery list in her hands no longer trembling from the cold.

"Oh, sweetheart." Ms. Potts whispered and enveloped Penny in her arms.

Her tears came slow and thick, not ready to be fully released yet. She was stiff under the arms but Penny was melting on the inside. Ned was the last person to hug her and she missed them so much. She pulled back to look at the lady who had her own watery eyes.

"Why?" She whispered.

"For all the reasons you told me last time, my sweet girl. Because you're Penny and that is more than I could have hoped for." She winked at Penny who was blushing from being called sweet. With a tentative, tight smile Penny rubbed her cheeks with the back of her sleeve.

She looked at the door expecting Mrs. Delores to come running in yelling 'gotcha!'

The door remained closed.

"Would you like to join us for the holidays, Penny?" She said, leaning forward.

The question was more complicated than it seemed. Penny felt like she was being asked to jump out of the dorm window without knowing there would be something to break her fall. She felt like she was standing before the fire again and with one wrong move she would burn up into nothing.

Penny wondered if Ms. Potts was confused or if it was some weird rich people thing.

Why her?

The question it appeared wouldn't be answered but the soft look in Ms. Potts's eyes was enough for now. There was a wide hope springing from them and onto Penny that had her reckless with it.

"I…I think I would like that very much."

Ms. Potts smiled and touched her shoulder for the third and softest time. Penny leaned into the warmth.

Mrs. Delores came back into the room with eyes narrowed and metaphorical battle clothes on.

"I hope I'm not interrupting." She said to Ms. Potts.

"Naturally not. Penny has accepted and, though I won't be able to take her with me tonight, she will be there tomorrow, for Christmas day."

Penny's heart leapt.

Mrs. Delores sneered and sat behind the desk, flourishing her pen as she signed the various documents from Ms. Potts. Penny sat further to the edge of her seat, eyes trained on Mrs. Delores.

They talked over various points in the documents but Penny tuned them out. Instead she traced the words on her grocery list repeatedly.

When they were done, Ms. Potts looked over and brushed a curl from Penny's face. She gathered her gloves and hat.

"Don't worry, my sweet girl. I'll be back tomorrow. Say about eleven? Will you have your bags packed and everything? Good. Until then." She straightened her hat and put on her gloves, then looked at Mrs. Delores. "I expect Penny to be in the same condition as I left her today. Do you understand?"

Mrs. Delores clenched her jaw and merely said, "I'm sure you can see yourself out."

The stared at each other before Ms. Potts marched out of the room and building. Penny wished she could disappear right then and there as Mrs. Delores's venomous look landed on her.

"I bet you think you're so lucky. Don't you, girl? Well here's a newsflash, that woman, those people, don't give a shit about you. They're going to use you, ain't they? I can see it in your face. You know they will. And like all of us on the bottom of the barrel, once they're done, you'll be right back here with us."

Penny shook her head.

"That's - No, it's not true."

"Not true! Imagine that, I have it here in the papers. My sweet girl" Penny flinched at the endearment coming from her mouth. "_The_ Anthony Stark, yeah you've heard of him, I knew you have, needs a bump in the numbers. He needs the press to be kind to him and taking an orphan in is just the thing to do it, eh? That's why they picked you out of everyone. You're the most pathetic, saddest, sorry excuse for an urchin if I ever seen one. And I have cause I look after you all. Now quite you're sniveling. I don't want to look at you until they throw you back with the garbage."

Penny sobbed into her sleeve and ran out of the room. Mrs. Delores's smile remaining in her thoughts as she collapsed into bed. She didn't care if she kept everyone up. She didn't care if everyone could hear her tears that night.

She tried to remember Ms. Potts's warm hug and the soft tone she used to say sweet girl and cried harder, hiccupping into the pillow.

It didn't matter it was Christmas Eve. It didn't matter Santa never came.

She was alone again. Ned was gone. Mrs. Potts was gone. And her parents were never coming.

Penny shivered from the sheer depth of her anguish. Her throat raw and eyes red manifestations of the feelings welling inside of her.

The other children slept in their beds dreaming of presents and cookies. Penny was left awake thinking about Anthony Stark and the iron mask in his crest pressed into the papers that would change her fate.

The question that kept the sleep at bay was would he be a dark knight or a chivalrous one?

* * *

Thank you again!

(There are more author's notes of references on my AO3 account if you are interested)

I'm on tumblr at Elizabeth-234 :)

Let me know what you think!


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